Fundamental Change Company Notice shall have the meaning specified in Section 15.02(c).
Change Notice is defined in Section 3.5(a) of this Agreement.
Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.
Change Control Note (“CCN”) means the agreed Schedule 3 annexed to the Contract containing details of agreed Variations to the Contract.
Potential Change of Control Announcement means any public announcement or statement by the Issuer or by any actual or potential bidder or any designated adviser thereto relating to any specific or any near-term potential Change of Control (whereby "near-term" shall mean that such potential Change of Control is reasonably likely to occur, or is publicly stated by the Issuer or by any such actual or potential bidder or any such designated adviser to be intended to occur, within four months of the date of such announcement or statement).
Fundamental Change Notice has the meaning specified in Section 8.02(a).
Program change means any elimination, curtailment or reorganization of a curriculum offering, program or school operation or a reorganization or closing of a school or consolidation of two or more individual schools or school districts that is unrelated to financial exigency.
Fundamental Change Purchase Price has the meaning specified in Section 5.01(a).
Climate Change Levy or “CCL” means the tax referred to in schedule 6 of the Finance Act 2000;
Fundamental Change Purchase Notice has the meaning specified in Section 3.01(a)(i).
Change in Recommendation has the meaning set forth in Section 6.02(a).
Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely to be obtained by such third party on a timely basis.
Adverse Recommendation Change has the meaning assigned in Section 5.7(f).
Change Control Process has the meaning set forth in Section 2(B) of the Agreement.
Equity Award Exchange Ratio means the sum of (i) the Share Consideration, plus (ii) the quotient of (x) the Cash Consideration divided by (y) the Parent Stock Price, rounded to the nearest one thousandth.
Value engineering change proposal (VECP means a proposal that--
Material Change in Formula means the occurrence since the Launch Date of a material change in the formula for, or the method of, calculating the Reference Price.
Company Adverse Recommendation Change shall have the meaning set forth in Section 5.3(c).
Change Proposal means a proposal (in the standard form) for any alteration of, or addition to, or omission from, the Contractor’s Brief or any change in the design, quality or quantity of the Works put forward by the Contractor or the Commercial Officer;
Change of Recommendation has the meaning set forth in Section 6.3(d).
Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:
Fundamental Change Purchase Date has the meaning specified in Section 8.01(a).
Change Control Procedure has the meaning set out at Clause 28.1;
Change Control means the process set out in Section 2.6.
Base Offer Segment means a component of a Sell Offer based on an existing Generation Capacity Resource, equal to the Unforced Capacity of such resource, as determined in accordance with the PJM Manuals. If the Sell Offers of multiple Market Sellers are based on a single Existing Generation Capacity Resource, the Base Offer Segments of such Market Sellers shall be determined pro rata based on their entitlements to Unforced Capacity from such resource.
Conversion Schedule means the Conversion Schedule in the form of Schedule 1 attached hereto.